Common use of Employee Matters and Benefit Plans Clause in Contracts

Employee Matters and Benefit Plans. (a) Section 3.14(a) of the Disclosure Schedule lists all Plans, written or otherwise, as amended, modified or supplemented, of CHC or any of its Subsidiaries or any other Person (whether or not incorporated) which is an ERISA Affiliate of CHC or any of its Subsidiaries, as well as each plan with respect to which CHC or any of its Subsidiaries could incur material liability (collectively, the “CHC Employee Plans”). CHC has made available to Purchaser copies of (i) each such written CHC Employee Plan, including all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CHC Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiaries, (ii) with respect to any such CHC Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each CHC Employee Plan required to make such a filing, (iv) any reports which have been filed with the U.S. Department of Labor or the Internal Revenue Service within the last six years with respect to each CHC Employee Plan required to make such filing, (v) financial and other information regarding current and projected liabilities with respect to each CHC Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA, (vi) all correspondence between the Internal Revenue Service and/or the Department of Labor and CHC, its Subsidiaries and/or ERISA Affiliates and (vii) a complete description of each CHC Employee Plan that is not in writing, if any.

Employee Matters and Benefit Plans. (a) Section 3.14(a3.12(a) of the Disclosure Schedule lists sets forth in all Plans, written or otherwisematerial respects a true and complete list, as amended, modified or supplementedof the date hereof, of CHC each employment, retention, bonus, deferred compensation, pension, stock option, stock purchase, stock appreciation right, phantom stock, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any of its Subsidiaries employment, severance, change in control or any other Person (whether similar agreement) or not incorporated) which Code Section 125 "cafeteria plan", flexible benefit, employee loan, educational assistance plan or material fringe benefit plan or arrangement, in each case that is an ERISA Affiliate of CHC sponsored, contributed to or maintained by the Company or any of its Subsidiaries, as well as each plan with respect to which CHC that affects or covers any current or former employee of the Company or its Subsidiaries could incur material liability Subsidiaries, (including "employee benefit plans" within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (collectively, the “CHC Employee Plans”"PLANS"). CHC has made available True and complete copies of the following have been Made Available to Purchaser copies of by Honeywell: (i) each such written CHC Employee Planthe most recent copy of the Plans, including any trust instruments or other funding arrangement and insurance contracts forming a part of any Plans and all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CHC Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiariesthereto, (ii) the two (2) most recent annual reports filed with any Governmental Authority, including (if applicable) any Form 5500 together with all schedules, as required, filed with the IRS or the Department of Labor (the "DOL"), and any financial statements filed with any Governmental Authority, including (if applicable), any opinions or reports required by Section 103(e) of ERISA with respect to any such CHC Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Codeeach Plan, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to determination letter issued by the IRS for each CHC Employee Plan required to make such a filing, (iv) any reports which have been filed with the U.S. Department of Labor or the Internal Revenue Service within the last six years with respect to each CHC Employee Plan required to make such filing, (v) financial and other information regarding current and projected liabilities with respect to each CHC Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA, (vi) all correspondence between the Internal Revenue Service and/or the Department of Labor and CHC, its Subsidiaries and/or ERISA Affiliates and (vii) a complete description of each CHC Employee Plan that is not in writing, if any.intended to be "

Employee Matters and Benefit Plans. (a) Each employment, retention, bonus, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, dental, disability, hospitalization, life insurance, vacation, retiree medical, severance, termination or supplemental unemployment pay plan, and each other agreement (including any employment, severance, change in control or similar agreement with any employee of the Companies or any of their Subsidiaries), fringe benefit plan or arrangement, or any other material employee benefit plan, program or arrangement in each case that is sponsored or maintained, or contributed to, by the Companies or any of their Subsidiaries, that affects or covers any current or former employee of the Companies or their Subsidiaries or with respect to which any of the Companies or their Subsidiaries has any liability (including “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA), other than any Multiemployer Plan (as defined below) (each a “Plan” and collectively, the “Plans”) has been set forth in Section 3.14(a3.12(a) of the Disclosure Schedule lists all Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Plans, written including any trust instruments and insurance contracts forming a part of any Plans and all amendments thereto; (ii) the most recent annual reports or otherwisereturns for the Plans filed with any Governmental Authority, including (if applicable) any Form 5500 together with all schedules, as amendedrequired, modified filed with the Internal Revenue Service or supplementedthe Department of Labor, and any financial statements filed with any Governmental Authority, including (if applicable), any opinions required by Section 103(e)(3) of CHC or any of its Subsidiaries or any other Person (whether or not incorporated) which is an ERISA Affiliate of CHC or any of its Subsidiaries, as well as each plan with respect to which CHC or any of its Subsidiaries could incur material liability (collectively, the “CHC Employee Plans”). CHC has made available to Purchaser copies of (i) each such written CHC Employee Plan, including all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CHC Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiaries, (ii) with respect to any such CHC Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each CHC Employee Plan required to make such a filing, (iv) any reports which have been filed with the U.S. Department of Labor or determination letter issued by the Internal Revenue Service within for each Plan that is intended to be “qualified” under Section 401(a) of the last six years Code and copies of all material correspondence with respect to all regulatory authorities for each CHC Employee Plan required to make such filingPlan; (iv) the most recent summary plan description and any summary of material modifications, as required, for each Plan; (v) financial and other information regarding current and projected liabilities with respect the most recent actuarial reports, if any, relating to each CHC Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA, Plan; and (vi) all correspondence the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan. Each pension plan that a Company or a Subsidiary contributes to on behalf of employees covered by any collective bargaining agreement between the Internal Revenue Service and/or the Department of Labor Companies or their Subsidiaries and CHC, its Subsidiaries and/or ERISA Affiliates any labor union or labor organization and (vii) a complete description of each CHC Employee Plan that is not maintained or administered by a Company or a Subsidiary (each a “Multiemployer Plan”) is also set forth in writingSection 3.12(b) of the Disclosure Schedule. For the avoidance of doubt, if anya Multiemployer Plan is not a Plan within the meaning of this Agreement. As of the Closing, the Companies and their Subsidiaries have met all of their obligations, including, for greater certainty, their obligations to make contributions to each Multiemployer Plan, in accordance with the participation and other agreements between the Companies and their Subsidiaries and the applicable labor union or labor organization and any applicable Law.

Employee Matters and Benefit Plans. (a) With the exception of the Acquired Entities Employee Plans (as defined and addressed in Section 3.14(a4.9(a) above), Section 5.9(a) of the Disclosure Schedule Schedules lists all material Plans, written or otherwise, as amended, modified or supplemented, of CHC sponsored by or contributed to by, CT or any of its Subsidiaries or any other Person (whether or not incorporated) which is an ERISA Affiliate of CHC CT or any of its Subsidiaries, as well as each plan with or in respect to of which CHC any such entity has any liability or has a reasonably foreseeable risk of any liability in respect of its Subsidiaries could incur material liability any Business Employee (collectively, whether or not material, but without regard to Acquired Entity Employee Plans, the “CHC CT Employee Plans”), and separately identifies those which contain provisions relating to any change of control or potential change in control of any entity. CHC CT has made available Made Available to Purchaser copies of (i) each such CT Employee Plan (including a written CHC summary of any CT Employee PlanPlan that is not in writing), including all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CHC CT Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiaries, ; (ii) with respect to any such CHC CT Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three (3) most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each CHC CT Employee Plan required to make such a filing, ; (iv) any reports which have been filed with the U.S. Department of Labor DOL or the Internal Revenue Service IRS within the last six (6) years with respect to each CHC CT Employee Plan required to make such filing, ; and (v) financial and other information regarding current and projected liabilities with respect to each CHC Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISA, (vi) all correspondence between the Internal Revenue Service IRS and/or the Department of Labor DOL and CHCCT, its Subsidiaries and/or ERISA Affiliates and (vii) a complete description of each CHC Employee Plan that is not in writing, if anyAffiliates.

Employee Matters and Benefit Plans. (a) Section 3.14(a3.12(a) of the Disclosure Schedule lists sets forth in all Plans, written or otherwisematerial respects a true and complete list, as amended, modified or supplementedof the date hereof, of CHC each employment, retention, bonus, deferred compensation, pension, stock option, stock purchase, stock appreciation right, phantom stock, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any of its Subsidiaries employment, severance, change in control or any other Person (whether similar agreement) or not incorporated) which Code Section 125 "cafeteria plan", flexible benefit, employee loan, educational assistance plan or material fringe benefit plan or arrangement, in each case that is an ERISA Affiliate of CHC sponsored, contributed to or maintained by the Company or any of its Subsidiaries, as well as each plan with respect to which CHC that affects or covers any current or former employee of the Company or its Subsidiaries could incur material liability Subsidiaries, (including "employee benefit plans" within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (collectively, the “CHC Employee "Plans”"). CHC has made available True and complete copies of the following have been Made Available to Purchaser copies of by Honeywell: (i) each such written CHC Employee Planthe most recent copy of the Plans, including any trust instruments or other funding arrangement and insurance contracts forming a part of any Plans and all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CHC Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiariesthereto, (ii) the two (2) most recent annual reports filed with any Governmental Authority, including (if applicable) any Form 5500 together with all schedules, as required, filed with the IRS or the Department of Labor (the "DOL"), and any financial statements filed with any Governmental Authority, including (if applicable), any opinions or reports required by Section 103(e) of ERISA with respect to any such CHC Employee each Plan, (iii) the most recent determination letter issued by the IRS for each Plan and related trust which that is intended to qualify be "qualified" under Sections Section 401(a) and 501(a) of the Code, respectively, (iv) the most recent favorable determination summary plan description and any summary of material modifications, or opinion letter from a description of any material oral communications that have occurred to the IRS knowledge of Honeywell, as to its qualified status under the Code; (iii) the three most recent annual reports on Form 5500 seriesrequired, with accompanying schedules and attachments, filed with respect to for each CHC Employee Plan required to make such a filing, (iv) any reports which have been filed with the U.S. Department of Labor or the Internal Revenue Service within the last six years with respect to each CHC Employee Plan required to make such filingPlan, (v) financial and other information regarding current and projected liabilities with respect the most recent actuarial reports, if any, relating to each CHC Employee Plan for which the filings described in (ii), (iii) or (iv) above are not required under ERISAPlan, (vi) all correspondence between the Internal Revenue Service and/or the Department most recent actuarial valuation, study or estimate of Labor any retiree medical and CHC, its Subsidiaries and/or ERISA Affiliates life insurance benefits plan or supplemental retirement benefits plan and (vii) a complete description for the last three (3) years, all correspondence with the IRS, the DOL and any other Governmental Authority regarding the operation or administration of each CHC Employee Plan that is not in writing, if anythe Plans.